Calmena Energy Services Inc. initiates strategic review process; announces director resignation

CALGARY, Jan. 18, 2013 /CNW/ - Calmena Energy Services Inc. ("Calmena" or the "Corporation") (TSX:CEZ) announces that its Board of Directors has initiated a process to identify, examine and consider a range of strategic alternatives available to the Corporation with a view to enhancing shareholder value.

Strategic alternatives may include, but are not limited to, a sale of all or a material portion of the assets of Calmena, either in one transaction or in a series of transactions, the outright sale of the Corporation, or a merger or other business combination transaction involving Calmena and a third party. For the purposes of considering strategic alternatives and overseeing the process, Calmena has established a special committee of directors, the majority of whom are independent directors, which is chaired by Mr. Hank B. Swartout.

Calmena has engaged Peters & Co. Limited as its financial advisor in connection with the process.

This strategic alternative review process has not been initiated as a result of receiving any offer and there are no assurances that a transaction will be undertaken. It is Calmena's current intention not to disclose developments with respect to the process unless and until the Board of Directors has approved a specific transaction or otherwise determines that disclosure is necessary or appropriate. The Corporation cautions that there can be no assurances that the process will result in Calmena entering into a transaction or, if a transaction is undertaken, as to the terms or timing of such a transaction. The Corporation has not yet set a definitive schedule to complete the identification, examination and consideration of strategic alternatives.

Calmena also announces that Paul Hudson has resigned from the Calmena Board of Directors and the Board wishes to thank Mr. Hudson for his service to the Corporation.

ABOUT CALMENA ENERGY SERVICES INC.

Calmena is a diversified energy services company that provides well construction services to its customers operating in Canada, the United States, Latin America and the Middle East and North Africa. The common shares of Calmena trade on the Toronto Stock Exchange under the symbol "CEZ".

FORWARD LOOKING STATEMENTS

This news release contains certain forward-looking statements relating to Calmena's plans, strategies, objectives, expectations and intentions. Expressions such as "may", "anticipate", "expect", "believe", "intend", "will", and similar expressions and statements are intended to identify forward looking statements. Such statements represent Calmena's beliefs concerning, among other things, the Corporation's plans to identify, examine and consider strategic alternatives available to the Corporation, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These statements are only predictions and actual events or results may differ materially. Although Calmena believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Calmena's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Calmena.

In particular, forward-looking statements included in this news release include, but are not limited to, statements with respect to the types of strategic alternatives available to the Corporation; and the Corporation's plans to identify, examine and consider strategic alternatives and the anticipated effect on shareholder value.

These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond Calmena's control, including, but not limited to, failure to successfully negotiate and/or complete a transaction; the impact of general economic conditions; industry conditions and changes in industry conditions; volatility of commodity prices; decreased demand for energy services; competition from other energy services providers; the lack of availability of qualified personnel or management; ability of Calmena to re-finance or extend the maturity date of its senior debt and generate positive cash flow; failure of counter parties to perform on contracts; failure to successfully negotiate new contracts or renew existing contracts; failure to successfully deploy rigs; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; risks associated with international operations, including, but not limited to, effect of civil unrest on the Corporation's operations in Libya; seasonality; loss of key customers; fluctuations in foreign exchange or interest rates and stock market volatility; supply and demand for oilfield services relating to the drilling, completion and maintenance of oil and gas wells as well as services related to, oilfield equipment rentals and production and ancillary services; liabilities and risks, including environmental liabilities and risks inherent in oil and natural gas operations; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; ability to access sufficient capital from internal and external sources; failure to successfully negotiate contracts for drilling rig operations; failure to realize the anticipated benefits of the Corporation's investments; and the other risks considered under "Risk Factors" in our annual information form for the year ended December 31, 2011 which is available on www.sedar.com.

With respect to forward-looking statements contained in this news release, Calmena has made assumptions regarding, but not limited to: the implementation of the Corporation's international growth strategy; current commodity prices and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; ability of Calmena to re-finance or extend the maturity date of its senior debt; ability of Calmena to renew existing contracts and enter into new contracts; rig utilization and pricing; future exchange rates; the impact of increasing competition; conditions in general economic and financial markets; industry conditions; supply and demand for oilfield services relating to the drilling, completion and maintenance of oil and gas wells as well as services related to oilfield equipment rentals and production and ancillary services; effects of regulation by governmental agencies; trends in Calmena's operations; and future operating costs.

Calmena's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Calmena will derive therefrom. Readers are cautioned that the foregoing lists of factors are not exhaustive.

These forward-looking statements are made as of the date of this news release and Calmena disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.


SOURCE Calmena Energy Services Inc.




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